The Shareholder Termination Agreement is a crucial document used when a shareholder exits a Nigerian company, whether through voluntary withdrawal, mutual agreement, or as part of a dispute resolution. It operates within the framework of Nigerian corporate law, particularly CAMA 2020, and requires careful consideration of local regulatory requirements and corporate governance standards. The agreement typically includes comprehensive provisions for share valuation, payment mechanisms, confidentiality obligations, and post-termination restrictions. It must address specific Nigerian compliance requirements, including Corporate Affairs Commission filings and tax implications. This document is essential for protecting both the departing shareholder's and the company's interests while ensuring a smooth transition of ownership and maintaining business continuity.
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1. Parties: Identification of the terminating shareholder, continuing shareholders, and the company
2. Background: Context of the shareholding and reasons for termination
3. Definitions: Key terms used throughout the agreement
4. Share Ownership and Valuation: Current shareholding details and agreed valuation of shares
5. Termination Mechanics: Process and steps for implementing the termination
6. Purchase Price and Payment Terms: Agreed price for shares and how/when payment will be made
7. Completion Requirements: Actions required to complete the termination including document delivery and filing requirements
8. Representations and Warranties: Standard warranties from both parties regarding authority, ownership, and capacity
9. Confidentiality: Obligations regarding company confidential information
10. Non-Compete and Non-Solicitation: Restrictions on the departing shareholder's future activities
11. Release and Waiver: Mutual release of claims and obligations
12. Tax Matters: Handling of tax implications and responsibilities
13. Governing Law and Jurisdiction: Specification of Nigerian law and jurisdiction
14. Notices: How formal communications should be made between parties
15. Execution: Signature blocks and execution requirements
1. Ongoing Projects: Required when the departing shareholder is involved in specific company projects that need transitioning
2. Intellectual Property Rights: Needed when the departing shareholder has created or been involved with company IP
3. Employee Matters: Required when the departing shareholder is also an employee or director
4. Continuing Obligations: Specific obligations that survive termination beyond standard provisions
5. Dispute Resolution: Detailed ADR procedures if parties want specific resolution mechanisms
6. Third Party Rights: Required when other stakeholders' rights need to be addressed
7. Insurance and Indemnification: Needed when specific risks need to be allocated post-termination
1. Share Certificate Details: Copies and details of share certificates being transferred
2. Valuation Report: Independent valuation of shares if applicable
3. Payment Schedule: If payment is to be made in installments
4. Company Resolution: Board/shareholder resolutions approving the termination
5. Required Regulatory Filings: List of forms and filings required with CAC and other authorities
6. Outstanding Loans or Obligations: Details of any shareholder loans or obligations to be settled
7. Resignation Letters: If the shareholder holds any corporate positions
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